<PAGE>

                                                                   EXHIBIT 10.26

                   DEFINITIZED SUBCONTRACT NO. ZCO-0-30017-01
                                     UNDER
                       PRIME CONTRACT NO.DE-AC36-99GO10337

CONTRACTING PARTY:         MIDWEST RESEARCH INSTITUTE
                           NATIONAL RENEWABLE ENERGY LABORATORY
                           DIVISION

SUBCONTRACTOR:             GENENCOR INTERNATIONAL, INC.

ADDRESS:                   925 PAGE MILL ROAD
                           PALO ALTO, CA 94304

SUBCONTRACT TITLE:         "CELLULASE COST REDUCTION FOR BIOETHANOL"

TYPE OF SUBCONTRACT:       COST SHARING

PERIOD OF PERFORMANCE:     04/27/00 THROUGH 06/26/03

SUBCONTRACT AMOUNT:

<TABLE>
<CAPTION>
SUBCONTRACTORS        NREL'S
 COST SHARE         COST SHARE         TOTAL
--------------    --------------   --------------
<C>               <C>              <C>
$3,388,451.00     $13,553,804.00   $16,942,255.00
    (20%)              (80%)           (100%)
</TABLE>

PAYMENT TERMS:             NET 30

SUBCONTRACTOR'S            GENENCOR INTERNATIONAL, INC.
REMITTANCE NAME            ATTN: CONTRACT ADMINISTRATOR
AND ADDRESS:               925 PAGE MILL ROAD
                           PALO ALTO, CA 94304

<TABLE>
<S>                    <C>                         <C>
FUNDED AMOUNT AND
TASK CHARGE NUMBER:    LETTER SUBCONTRACT:         $ 1,040,000.00 -- BF001360
                                                   $   460,000.00 -- BF991701
                                                   $    49,695.00 -- CE030102
                                                   --------------
                       Subtotal:                   $ 1,549,695.00

                       MOD 1:                      $   101,835.00 -- CE030201
                                                   $   101,835.00 -- CE030202
                                                   $   101,835.00 -- CE030203
                                                   $   101,835.00 -- CE030204
                                                   $    75,000.00 -- CE030205
                                                   $    99,500.00 -- CE030206
                                                   $    30,200.00 -- CE030207
                                                   $   127,000.00 -- CE030208
                                                   $   120,000.00 -- CE030209
                                                   $   457,178.00 -- BF770101
                                                   --------------
                       Subtotal:                   $ 1,316,218.00

                       MOD 2:                      $ 5,000,000.00 -- BF001360
                       MOD 3:                      $         0.00
                       MOD 4:                      $         0.00
                       MOD 5:                      $         0.00
                                                   --------------
                       LETTER SUBCONTRACT TOTAL:   $ 7,865,913.00
                       DEFINITIZATION:             $   157,434.00 -- CEB10105
                                                   --------------
                                                   $ 8,023,347.00
</TABLE>

<PAGE>

                                     INDEX
                                       TO
                              SUBCONTRACT SCHEDULE

<TABLE>
<CAPTION>
ARTICLE - TITLE                                                             PAGE
---------------                                                             ----
<S>                                                                         <C>
INTRODUCTION .............................................................     1

AGREEMENT ................................................................     1

ARTICLE 1 - THE WORK TO BE PERFORMED .....................................     1

ARTICLE 2 - THE PERIOD OF PERFORMANCE ....................................     1

ARTICLE 3 - ESTIMATED COST, OBLIGATION OF FUNDS AND FINANCIAL
                              LIMITATIONS ................................     2

ARTICLE 4 - LIMITATION OF FUNDS AND LIMITATION OF COST ...................     2

ARTICLE 5 - FOREIGN TRAVEL ...............................................     3

ARTICLE 6 - WAIVER OF FACILITIES CAPITAL COST OF MONEY ...................     3

ARTICLE 7 - SUBCONTRACTOR ACQUIRED PROPERTY AND TITLE ....................     3

ARTICLE 8 - CAPITAL EQUIPMENT ACQUISITIONS, ACCOUNTABILITY, REPORTING AND
                              INVENTORIES ................................     3

ARTICLE 9 - APPLICABLE DOCUMENTATION .....................................     4

ARTICLE 10 - ORDER OF PRECEDENCE .........................................     5

ARTICLE 11 - RIGHTS TO PROPOSAL DATA .....................................     5

ARTICLE 12 - SUBCONTRACT ADMINISTRATION RESPONSIBILITIES .................     6

ARTICLE 13 - KEY PERSONNEL ...............................................     6

ARTICLE 14 - INVOICES ....................................................     6

ARTICLE 15 - INDIRECT RATES ..............................................     7

ARTICLE 16 - LICENSE FOR NREL BACKGROUND INTELLECTUAL PROPERTY ...........     8

ARTICLE 17 - PUBLIC DISCLOSURE ...........................................    10

ARTICLE 18 - ALTERATIONS TO TERMS AND CONDITIONS .........................    10

ARTICLE 19 - INTEGRATION .................................................    26

APPENDICES:
   APPENDIX A-1 - STATEMENT OF WORK
   APPENDIX B-1 - STANDARD TERMS AND CONDITIONS
   APPENDIX C-1 - INTELLECTUAL PROPERTY PROVISIONS
   APPENDIX D-1 - CLAUSES FOR SUBCONTRACTS IN EXCESS OF $500,000
</TABLE>

<PAGE>

                   DEFINITIZED SUBCONTRACT NO. ZCO-0-30017-01

                                    BETWEEN

                           MIDWEST RESEARCH INSTITUTE

                 NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

                                      AND

                          GENENCOR INTERNATIONAL, INC.

                                    SCHEDULE

INTRODUCTION

THIS SUBCONTRACT is effective upon execution by the Midwest Research Institute,
National Renewable Energy Laboratory Division and is between the Midwest
Research Institute, acting through its National Renewable Energy Laboratory
Division (hereinafter called "NREL") and Genencor International, Inc.
(hereinafter called "Subcontractor"), whose principal offices are located in
Palo Alto, CA.

Midwest Research Institute has entered into Contract No. DE-AC36-99GO10337
(hereinafter called "Prime Contract") with the Department of Energy (hereinafter
called "DOE"), an agency of the U.S. Government (hereinafter called
"Government"), for the operation and management of the National Renewable Energy
Laboratory.

This subcontract is entered into in furtherance of the performance of the work
provided for in the Prime Contract.

AGREEMENT

NOW, THEREFORE, the parties hereto agree to the following terms and conditions:

ARTICLE 1 - THE WORK TO BE PERFORMED

A.       The Subcontractor shall perform the work generally described as
         "Cellulase Cost Reduction for Bioethanol", and specifically provided
         for in Appendix A-1, Statement of Work, attached hereto and made a part
         hereof, pursuant to the provisions of this subcontract.

B.       Specific deliverables, quantities, due dates, reporting requirements,
         and addresses are set forth in Appendix A-1 hereto.

ARTICLE 2 - THE PERIOD OF PERFORMANCE

The period of performance under this subcontract shall be from effective date,
04/27/00, through 06/26/03; provided, however, that this period may be extended
for additional periods by mutual written agreement of the parties.

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 2

ARTICLE 3 - ESTIMATED COST, OBLIGATION OF FUNDS AND FINANCIAL LIMITATIONS

A.       Estimated Cost -- The estimated cost for the performance of the work
         conducted under this subcontract is $16,942,255.00. It is agreed by the
         parties hereto that said total cost shall be shared as follows:

<TABLE>
<S>                               <C>              <C>
Estimated NREL Share:             $13,553,804.00    80%
Estimated Subcontractor Share:    $ 3,388,451.00    20%
                                  --------------   ---
Total:                            $16,942,255.00   100%
</TABLE>

         This cost sharing formula shall also apply (on the percentage basis
         shown above) to any increase or decrease in the estimated total cost of
         subcontract performance, changes under the "Changes" clause and/or
         terminations under the "Terminations" clause contained in Appendix B.

B.       The Subcontractor shall be paid for the work conducted under this
         subcontract in accordance with the clause entitled "Allowable Cost and
         Payment" contained in Appendix B and the article in this Schedule
         entitled "Invoices." The Subcontractor is cautioned that, subject to
         the provisions of the clauses entitled "Limitation of Funds," and
         "Limitation of Cost" in Appendix B, NREL is not obligated to reimburse
         the Subcontractor for costs incurred in excess of the amount set forth
         in Paragraph A above.

C.       Pursuant to the clause entitled "Limitation of Funds" contained in
         Appendix B, the amount of $8,023,347.00 has been allotted and is
         available for payment of allocable and allowable costs under this
         subcontract. It is estimated that the allotted amount will cover work
         under this subcontract through 09/30/01.

D.       The amount of $8,023,347.00, presently obligated by NREL with respect
         to this subcontract, may be unilaterally increased by NREL by written
         notice to the Subcontractor, and may be increased or decreased by
         written agreement of the parties by formal modification of this
         subcontract.

E.       The giving of any notice by either party under this article, the
         article entitled "The Period of Performance," or the clauses entitled
         "Limitation of Funds" and "Limitation of Cost" in Appendix B, as
         applicable, shall not be construed to waive or impair any rights of
         NREL to terminate this subcontract under the provisions of the
         termination clause(s) contained in Appendix B.

ARTICLE 4 - LIMITATION OF FUNDS AND LIMITATION OF COST

The Limitations of Funds clause contained in Appendix B shall be operable during
such time that NREL incrementally allots additional funds to this subcontract as
set forth in Article 3 - Estimated Cost, Obligations of Funds, and Financial
Limitations. (The Limitations of Cost clause shall be inoperable during such
time.)

The Limitations of Cost clause contained in Appendix B shall become operable at
such time that NREL allots to this subcontract an amount equal to the total
estimated NREL cost set forth in Article 3 - Estimated Cost, Obligations of
Funds, and Financial Limitations. (The Limitations of Funds clause shall be
inoperable at such time.)

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 3

ARTICLE 5 - FOREIGN TRAVEL

The Subcontractor hereby agrees to submit the required request for advance
approval for the proposed foreign travel under this subcontract in accordance
with the clause entitled "Foreign Travel" in Appendix B. The Subcontractor
further agrees that no amount for foreign travel costs shall be allowable under
this subcontract if approval is not granted by DOE through NREL. If the foreign
travel is approved, the Subcontractor hereby agrees to submit the required trip
report within the time frames specified prior to payment being made to the
Subcontractor for such foreign travel.

ARTICLE 6 - WAIVER OF FACILITIES CAPITAL COST OF MONEY

The Subcontractor did not include facilities capital cost of money as a proposed
cost of this subcontract. Therefore, it is an unallowable cost under this
subcontract.

ARTICLE 7 - SUBCONTRACTOR ACQUIRED PROPERTY AND TITLE

The equipment specified below shall be procured with funds allocated as the
Subcontractor's cost sharing. Therefore, title to such equipment shall remain
with the Subcontractor. The retention of title to such equipment with the
Subcontractor shall be subject to the conditions of Paragraph A and B below.

<TABLE>
<CAPTION>
Equipment Description                                                              Value
---------------------                                                              -----
<S>                                                                             <C>
Two (2) BioFlow 4500 Fermentor Systems @ $112,305.21 each                       $224,610.43
Eighteen (18) Computers: Dell Pentium III Computer System with IBM Monitors     $ 41,931.74

          Total Amount:                                                         $266,542.17
</TABLE>

A.       The Subcontractor shall not charge depreciation, amortization, or use
         charges for the equipment, supplies, materials, or instrumentation
         under any other Federal Government contract, subcontract, cooperative
         agreement, or grant either currently or in the future.

B.       Said equipment, supplies, materials, or instrumentation shall be used
         for the benefit of research and development under this subcontract and
         any extension hereto.

ARTICLE 8 - CAPITAL EQUIPMENT ACQUISITIONS, ACCOUNTABILITY, REPORTING AND
INVENTORIES

A.       The estimated cost set forth in Article 3 includes $1,066,168.66 for
         capital equipment acquisitions on behalf of NREL with title vesting in
         the Government. These funds are set aside specifically for the
         acquisition of the capital equipment shown below and may not be used
         for any other purpose. In addition, NREL shall not be obligated to
         reimburse the Subcontractor for costs incurred for capital equipment
         acquisitions which are in excess of the total amount specified in this
         article. In accordance with "Lower-Tier Subcontracts" clause of
         Appendix B, advance notification for the purchase of any equipment in
         excess of $5,000, except as approved hereunder, is required. Advance

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 4

notification is not required prior to the actual purchase of the following
capital equipment in that this equipment is approved as part of this award:

<TABLE>
<CAPTION>
Equipment Description                                             Value
---------------------                                             -----
<S>                                                           <C>
SCI Octane/MXE Work Station, Model #WT5-2P300MXE18,
         and Accessories                                      $   50,164.80
Four (4) BioFlow 4500Fermentor Systems @ $141,402.73 each     $  565,610.93
Two (2) Shaking Incubators @ $37,813.86 each                  $   75,627.73
Biocad 700E HPLC System                                       $   99,227.36
BMG Fluo Star 97 Spectrophotometer                            $   30,107.80
Biomerk FX Multi-Pippeting Robot                              $  126,123.82
Biomerk 2000 Liquid Handling Robot                            $  119,306.22

        Total Amount:                                         $1,066,168.66
</TABLE>

B.       The Subcontractor shall treat all Government property in accordance
         with the "Government Property" clause of Appendix B and other
         requirements as contained in this subcontract.

C.       The Subcontractor shall submit supporting documentation in accordance
         with the article entitled "Invoices," for all property acquired under
         this subcontract, affix the property identification tags to all
         Government property acquired upon receipt from NREL, comply with all
         reporting requirements requested by NREL or the Government, and conduct
         an annual physical inventory of all Government property under this
         subcontract. The annual physical inventory shall be conducted by the
         Subcontractor based on the Government's fiscal year (October 1 through
         September 30) or a portion thereof covered by the subcontract's period
         of performance. The Subcontractor shall accomplish this annual physical
         inventory and submit the annual physical inventory report on or before
         October 31 of each year covered by the subcontract's period of
         performance and submit a final physical inventory report within thirty
         (30) days after completion of the subcontract. The report(s) shall be
         submitted on NREL's form entitled "Government Property Inventory &
         Certification" in accordance with the instructions contained in the
         form in an original and one (1) copy to the Subcontract Administrator.
         This form shall be sent to the Subcontractor with the fully executed
         copy of the subcontract.

ARTICLE 9 - APPLICABLE DOCUMENTATION

In addition to the terms and conditions contained in this Schedule, the
following documents are attached hereto and made a part of this subcontract:

A.       Appendix A-1, entitled "Statement of Work", dated 08/15/00;

B.       Appendix B-1, entitled "Standard Terms and Conditions", dated 07/24/00;

C.       Appendix C-1, entitled "Intellectual Property Provisions", dated
         10/22/98;

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 5

D.       Appendix D-1, entitled "Clauses for Subcontracts in Excess of
         $500,000", dated 07/28/00;

E.       Subcontractor's technical proposal number (none) dated 01/26/00
         together with any revisions, is hereby incorporated by reference. In
         the event there is a conflict between the Subcontractor's technical
         proposal and any other provisions of this subcontract, the latter shall
         prevail.

ARTICLE 10 - ORDER OF PRECEDENCE

Any inconsistency in this subcontract, shall be resolved by giving precedence in
the following order:

A.       This Schedule;

B.       Statement of Work (Appendix A-1);

C.       Standard Terms and Conditions (Appendix B-1);

D.       Intellectual Property Provisions (Appendix C-1);

E.       Clauses for Subcontracts in Excess of $500,000 (Appendix D-1);

F.       Other provisions of this subcontract whether incorporated by reference
         or otherwise; and

G.       The Subcontractor's technical proposal, if incorporated in this
         subcontract by reference or otherwise.

ARTICLE 11 - RIGHTS TO PROPOSAL DATA

Except for technical data contained on the pages identified below of the
subcontractor's proposal dated 01/26/00, and any revisions thereof, which are
asserted by the Subcontractor as being proprietary data, it is agreed that, as a
condition of the award of this subcontract, and notwithstanding the provisions
of any notice appearing on the proposal, the Government and NREL shall have the
right to use, duplicate, disclose and have others do so for any purpose
whatsoever, the technical data contained in the proposal upon which this
subcontract is based.

     Technical Proposal's Page and Line Numbers

     Representations and Certifications, Page 17, Item 16, Intellectual
     Property, Paragraph A, Subparagraph a., Rights in Proposal Data, Lines
     identifying "the following identified technical data in Volume 1 is
     proprietary," and Page 18, Item 16, Intellectual Property, Paragraph A,
     Subparagraph a., Rights in Proposal Data, Lines identifying "all pages in
     volume 2."

     Representations and Certifications, Pages 19 through 22, Paragraph C.,
     Identification of Technical Data which is Proprietary, Subparagraph (1),
     Proprietary Data, Lines identifying "the following information and
     technology is considered proprietary data."

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 6

ARTICLE 12 - SUBCONTRACT ADMINISTRATION RESPONSIBILITIES

A.       Signature Authority: This subcontract may only be modified by a formal
         modification signed by an authorized official of NREL.

B.       Subcontract Administration Responsibilities: The authorized official of
         NREL has designated Deb Bullard as the Subcontract Administrator for
         this subcontract with the responsibilities for subcontract
         administration and negotiation of any modifications to this
         subcontract. The Subcontract Administrator's telephone number is (303)
         384-6876.

C.       Technical Monitoring Responsibilities: The authorized official of NREL
         has designated Mike Himmel as the Technical Monitor for this
         subcontract with the responsibilities of monitoring the technical work
         or services to be performed under this subcontract. The Technical
         Monitor does not have the authority to make any commitments or
         authorize any changes which may affect the subcontract's cost, scope of
         work, terms, or conditions. Any such changes shall be referred to the
         Subcontract Administrator designated in Paragraph B above. The
         Technical Monitor's telephone number is (303) 384-7756.

ARTICLE 13 - KEY PERSONNEL

A.       It having been determined that the individuals, whose names appear
         below, are necessary for the successful performance of this
         subcontract, the Subcontractor agrees to assign or have assigned such
         individuals to the performance of the work under this subcontract and
         shall not reassign or remove any of them without the consent of the
         Subcontract Administrator by modification to this subcontract:

<TABLE>
<CAPTION>
      Name                   Project Title         Telephone No.
      ----                   -------------         -------------
<S>                      <C>                       <C>
Colin Mitchinson         Principal Investigator    (650) 846-5853
</TABLE>

B.       Whenever, for any reason, one or more of the designated key personnel
         designated above, is unavailable for assignment for work under this
         subcontract, the Subcontractor shall, with the approval of the
         Subcontract Administrator, replace such individual with an individual
         of substantially equal abilities and qualifications.

ARTICLE 14 - INVOICES

Invoices for work accomplished under this subcontract shall be submitted in an
ORIGINAL AND ONE COPY to:

           National Renewable Energy Laboratory
           Attention: Ms. Pat Weitzel, Contracts and Business Services Associate
           MS 1632, 1617 Cole Boulevard
           Golden, Colorado 80401-3393

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 7

To facilitate processing and payment each invoice must reference the subcontract
number which appears on the cover of this subcontract. Payments under this
subcontract shall be made in accordance with the payment terms and to the
Subcontractor's remittance name and address shown on the cover sheet of this
subcontract. Final payment under this subcontract shall be made upon execution
of the closeout modification by both parties hereto (including receipt of an
appropriately signed Release of Claims, appropriately signed Assignment of
Refunds, Rebates, Credits and Other Amounts, final property disposition, and
patent clearances, if required).

The payment terms of this subcontract shall mean net days from the date of
receipt of an acceptable invoice or the date of receipt and acceptance of all
deliverables or reporting requirements for the period covered by the invoice,
whichever is later.

The Subcontractor shall submit its invoices in reasonable detail, broken down by
category, showing the total cost incurred both currently and cumulatively less
the Subcontractor's cost share and the resultant NREL cost share. An authorized
official of the Subcontractor shall sign the following certification on each
invoice submitted for payment:

                  "I certify that this invoice is correct and proper for
                  payment, and reimbursement for these costs has not and will
                  not be received under any other Government contract or
                  subcontract or other source of Government funds.

                  _________________________            ___________________
                  Authorized Official                  Date"

Billings for capital equipment, as authorized hereunder, must be separately
identified on invoices submitted and include backup documentation in the form of
an equipment listing or a copy of the receiving report, which shall include as a
minimum: the item nomenclature, manufacturer, model number, serial number,
purchase price, applicable shipping and installation charges, and the
acquisition date. Payment for equipment invoiced cannot be made without this
information.

The Subcontractor is hereby notified that NREL may withhold payment on invoices
submitted, if the Subcontractor has failed to comply with or its delinquent in
the submission of the reporting or deliverable requirements under this
subcontract, until such time as the Subcontractor has complied or submitted such
reporting or deliverable requirements.

ARTICLE 15 - INDIRECT RATES

A.       The following rates were utilized in the negotiation of the estimated
         cost for this subcontract:

<TABLE>
<CAPTION>
 Category     Subcontract Period Covered        Rate          Base
 --------     --------------------------        ----          ----
<S>           <C>                              <C>       <C>
US
Fringe        04/27/00 through 06/26/03        28.00%    Direct Labor
G&A           04/27/00 through 06/26/03        87.30%    Total Direct Costs
</TABLE>

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 8

<TABLE>
<S>           <C>                              <C>       <C>
Netherlands
Fringe        04/27/00 through 06/26/03        40.00%    Direct Labor
G&A           04/27/00 through 06/26/03        73.11%    Total Direct Costs
</TABLE>

B.       The Subcontractor is cautioned that, pursuant to the clause entitled
         "Limitation of Costs," NREL shall not be obligated to reimburse the
         Subcontractor for indirect or direct costs incurred in excess of the
         amount set forth in Article 3 - Estimated Cost and Cost Sharing. This
         shall also apply to overruns created by an indirect rate fluctuation
         that the Subcontractor, as a prudent businessperson should have been
         aware of, and should have informed NREL of, at the time.

ARTICLE 16 - LICENSE FOR NREL BACKGROUND INTELLECTUAL PROPERTY

A.       License. MRI grants to Subcontractor a nonexclusive, personal,
         revocable, nontransferable, limited license to use NREL Background
         Intellectual Property, defined below, only for the work to be performed
         at its Palo Alto, California facility under this Subcontract No.
         ZCO-0-30017-01 (Subcontract).

B.       NREL Background Intellectual Property. For the purposes of this
         Subcontract, "NREL Background IP" means intellectual property generated
         by NREL under its Contract No. DE-AC36-99GO10337 with the DOE, which
         intellectual property was in existence prior to and/or produced outside
         this Subcontract, and which is identified herein below. Any Subject
         Inventions and/or copyrightable works produced under this Subcontract
         cannot be NREL Background IP.

C.       NREL Background IP comprises: (1) U.S. Patents Nos. 5,275,944;
         Thermostable Purified Endoglucanase from Acidothermus cellulolyticus;
         Himmel et al. (1994); and 5,536,655 The Native Structural Gene Coding
         for the E1 Endoglucanase from Acidothermus Cellulolyticus; Thomas et
         al. (1996); (2) the NREL Protected Information set forth in the SERI
         Laboratory Notebook, No. 334 of Michael Himmel, pages 52-55, entitled
         Methods to Improve Cellulase Action; and (3) a copyrightable work
         (video) by Michael Himmel entitled Cellulase Animation (2000).

D.       NREL Protected Information. For the purpose of this Subcontract, "NREL
         Protected Information" means information and/or biological material
         where such information and/or materials would embody trade secrets or
         would comprise commercial or financial information that is privileged
         or confidential were it obtained from the Subcontractor, and which is
         identified and/or marked as NREL Protected Information.

E.       NREL Biological Materials. The biological materials furnished to the
         Subcontractor by NREL.

         1.       are covered by the aforesaid NREL U.S. Patents Nos. 5,275,944
                  and 5,536,655; and

         2.       comprise NREL Protected Information and may include, without
                  limitation, the following:

                  a.       cultures, cells and/or plasmids and any related
                           biological material or information;

<PAGE>

Subcontract No. ZCO-0-30017-01                                            Page 9

                  b.       techniques developed and/or deduced through
                           laboratory experimentation and analysis; and

                  c.       any cultures, strains, mutants, cells, DNA molecules,
                           or polypeptide molecules that are replicated or
                           derived therefrom by the Subcontractor in the
                           performance of this Subcontract.

F.       MRI shall mark and/or identify all biological materials furnished to
         the Subcontractor, which comprise NREL Protected Information as such.

G.       Confidentiality and Use Restriction. The Subcontractor shall solely use
         the NREL Background IP at the Subcontractor's facility at Palo Alto,
         California to only perform research work as specified in the Statement
         of Work (SOW) of the Subcontract, and the Subcontractor shall not
         modify or improve NREL Background IP, except as specified in the SOW.

H.       Subcontractor agrees as follows:

         1.       to retain both the NREL Protected Information and Disclaimer
                  notices or legends on, or use to identify, all biological
                  materials, substances and information derived from the NREL
                  Protected Information, including any invention conceived
                  and/or reduced to practice by Subcontractor that incorporates
                  NREL Protected Information;

         2.       not to disclose, distribute or release NREL Protected
                  Information to any person, company, or organization, including
                  any of the Subcontractor's other domestic and/or foreign
                  divisions, branches, agents, and contractors, except for
                  direct employees working under this subcontract for a period
                  of five (5) years from receipt by the Subcontractor without
                  the prior written permission of the Director of the NREL
                  Deployment Support Office;

         3.       not to distribute or release any biological materials covered
                  by NREL Patents Nos. 5,275,944 and 5,536,655 to third parties
                  without the prior written Permission of the Director of the
                  NREL Deployment Support Office; and

         4.       to promptly discontinue its use and destroy or return any NREL
                  Protected Information comprising biological materials and
                  return the Cellulase Animation video upon completing the SOW.

1.       DISCLAIMER, NEITHER THE UNITED STATES GOVERNMENT NOR ANY AGENCY
         THEREOF, NOR THE MIDWEST RESEARCH INSTITUTE, THE OPERATOR OF NREL,
         MAKES ANY WARRANTY, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO,
         IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY WHATSOEVER;
         FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY NREL BACKGROUND
         INTELLECTUAL PROPERTY, NREL PROTECTED INFORMATION, COPYRIGHTABLE WORK,
         APPARTUS, PRODUCT, OR PROCESS DISCLOSED OR DELIVERED TO SUBCONTRACTOR
         OR REPRESENTS THAT ITS USE THEREOF WOULD NOT INFRINGE PRIVATELY OWNED
         INTELLECTUAL PROPERTY OR OTHER RIGHTS. MRI makes no

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 10

         warranties as to the adequacy of the NREL Background Intellectual
         Property not to its suitability under this Subcontract. No written or
         oral information or advice given by MRI, its agents or employees shall
         create any warranty.

J.       If the Subcontractor desires to use or license any NREL Background IP
         for commercial purposes, kindly contact the Director of the NREL
         Deployment Support Office at (303) 275-4481.

ARTICLE 17 - PUBLIC DISCLOSURE

A.       Publicity release of any nature in connection with this subcontract
         shall not be made by the Subcontractor without prior review and
         approval of the NREL Subcontract Administrator.

B.       The Subcontractor should particularly note that all papers and
         documents which are required for submittal and distribution for patent
         clearance under this subcontract should first be submitted to the
         Department of Energy, Intellectual Property Law Division, Chicago
         Operations Office, 9800 South Cass Avenue, Argonne, Illinois 60439
         prior to distribution to the public. This requirement of patent
         clearance prior to publication of all Subcontractor's reports is
         specifically required and set forth in Appendix C hereof.

ARTICLE 18 - ALTERATIONS TO TERMS AND CONDITIONS

Appendix C-1, Intellectual Property Provisions, dated 10/22/98, is hereby
modified by adding the following:

A.       Clause 3, Rights in Data - General (June 1987), as Modified by DEAR
         927.409 (Effective APR 1998), Paragraph A, Definitions, (page 3), is
         modified to add the following definition:

         "3.      Protected Cellulase Cost Reduction Data, means technical data
                  or commercial or financial data first produced in the
                  performance of this Agreement which, if it had been obtained
                  from and first produced by a non-Federal party, would be a
                  trade secret or commercial or financial information that is
                  privileged or confidential under the meaning of 5 U.S.C. 552
                  (b) (4), and which is marked as being Protected Cellulase Cost
                  Reduction Data by a party to the Agreement."

B.       Clause 3, Rights in Data - General (June 1987), as Modified by DEAR
         927.409 (Effective APR 1998), Paragraph J, (page 9) will be deleted and
         replaced with the attached Paragraphs J and K:

         J.       Data Available to the Public.

                  The Subcontractor agrees that the following types of technical
                  data are not considered to be proprietary and shall be
                  provided to the Government and NREL when required by this
                  subcontract without any claim that the data are proprietary or
                  that the data are to be protected as Cellulase Cost Reduction
                  Data. DOE and Subcontractor agree that these types of
                  technical data are considered necessary to be publicly
                  available.

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Subcontract No. ZCO-0-30017-01                                           Page 11

                  The parties agree, however, that notwithstanding the following
                  list of types of data to be publicly available, nothing
                  precludes the Government from seeking delivery of additional
                  technical data in accordance with this subcontract, or from
                  making publicly available additional non-proprietary or
                  non-protected technical data, nor does the following list
                  constitute any admission by the Government that technical data
                  not on the list is proprietary.

                  1.       General description of the research approach;

                  2.       Summary of project schedule and major accomplishments
                           for the subcontract;

                  3.       List and general descriptions of subcontract
                           deliverables;

                  4.       Total subcontract amount;

                  5.       The names of the Project Manager, Principal
                           Investigator, and Contract Administrator, if any,
                           working on the project;

                  6.       General description of the Subcontractor's relevant
                           past experience;

                  7.       Deliverables designated in the Statement of Work as
                           "Bi-monthly Project Status Report
                           (non-confidential)"; and

                  8.       Subcontract documents, including: Subcontract
                           Schedule (excluding information on indirect rates, if
                           any), Appendix A - Statement of Work, Appendix B -
                           Standard Terms and Conditions, Appendix C -
                           Intellectual Property Provisions, Appendix D -
                           Clauses for Subcontracts in Excess of $500,000, and
                           Appendix E - NREL Approved Travel Policies.

         K.       Protected Cellulase Cost Reduction Data.

                  1.       Notwithstanding any other provisions of this Rights
                           in Technical Data (Long Form) clause, the
                           Subcontractor may, with concurrence of DOE through
                           NREL, (i) claim and mark as "Protected Cellulase Cost
                           Reduction Data" any data first produced in the
                           performance of this subcontract by its employees, and
                           (ii) so claim and mark, following mutual agreement of
                           the other party, any data first produced in the
                           performance of this subcontract by the other party's
                           employees.

                  2.       Any such claimed "Protected Cellulase Cost Reduction
                           Data" will be clearly marked as "Protected Cellulase
                           Cost Reduction Data," will be treated as such, and,
                           except as otherwise provided herein, will not be
                           published, disseminated or disclosed to others
                           outside the Government and NREL, by the Government
                           and NREL for a period, as approved by DOE, of five
                           (5) years after production of the data, without the
                           prior written authorization of the Subcontractor. The
                           marking shall include the

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 12

                           following legend and such other restrictions or
                           limitations on use or disclosure as may be applicable
                           or appropriate.

                                PROTECTED CELLULASE COST REDUCTION DATA

                                    This Protected Cellulase Cost Reduction Data
                                    was produced under "Subcontract No.
                                    ZCO-0-30017-01" with NREL under Prime
                                    Contract No. DEAC36-99GO10337 with the U.S.
                                    Department of Energy and may not be
                                    published, disseminated or disclosed to
                                    others by the Government and NREL until five
                                    (5) years after production of the data,
                                    unless express written authorization is
                                    obtained from the Subcontractor. Upon
                                    expiration of the period of protection set
                                    forth in this legend, the Government shall
                                    have unlimited rights in this data. This
                                    legend shall be marked on any reproduction
                                    of this data, in whole or in part.

                  3.       Any such marked Protected Cellulase Cost Reduction
                           Data may be disclosed under obligations of
                           confidentiality for the following purposes:

                           (i)      This "Protected Cellulase Cost Reduction
                                    Data" may be disclosed for evaluation
                                    purposes under the restriction that the
                                    "protected data" be retained in confidence
                                    and not be further disclosed.

                  4.       Reserved

                  5.       The Subcontractor shall have the right to license
                           such Protected Cellulase Cost Reduction Data or
                           include such Protected Cellulase Cost Reduction Data
                           in a license with other technology developed under
                           this Ethanol Program and, in accordance with
                           Paragraph H of this clause, agrees to license such
                           Protected Cellulase Cost Reduction Data to
                           responsible third parties. Such licenses shall
                           include terms and conditions that are reasonable
                           under the circumstances, including obligations of
                           confidentiality.

                  6.       The obligations of confidentiality and restrictions
                           on publication and dissemination shall end for any
                           Protected Cellulase Cost Reduction Data:

                           (i)      At the end of the protected period, as
                                    indicated in the Legend, i.e. five (5) years
                                    after production of the data;

                           (ii)     If the data becomes publicly known or
                                    available from other sources without

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 13

                                    a breach of the obligations of
                                    confidentiality with respect to the
                                    Protected Cellulase Cost Reduction Data;

                           (iii)    If the same data is independently developed
                                    by someone who did not have access to the
                                    Protected Cellulase Cost Reduction Data and
                                    such independently developed data is made
                                    available without obligations of
                                    confidentiality; or

                           (iv)     If the Subcontractor disseminates or
                                    authorizes another to disseminate such data
                                    without obligations of confidentiality."

C.       Clause 8, Patent Rights Waiver (JUL 1996) as modified by 10 C.F.R. 784,
         DOE Patent Waiver Regulations (FAR 52.227-12) is hereby added as
         follows:

         A.       Definitions as used in this clause.

                  a.       Background patent means a domestic patent covering an
                           invention or discovery which is not a Subject
                           Invention and which is owned or controlled by the
                           Subcontractor at any time through the completion of
                           this subcontract.

                           (i)      Which the Subcontractor, but not the
                                    Government has the right to license to
                                    others without obligation to pay royalties
                                    thereon, and

                           (ii)     Infringement of which cannot reasonably be
                                    avoided upon the practice of any specific
                                    process, method, machine, manufacture or
                                    composition of matter (including relatively
                                    minor modification thereof) which is a
                                    subject of the research, development or
                                    demonstration work performed under this
                                    subcontract.

                  b.       Subcontract means any subcontract, grant, agreement,
                           understanding, or other arrangement, which includes
                           research, development, or demonstration work, and
                           includes any assignment or substitution of parties.

                  c.       DOE patent waiver regulations means the Department of
                           Energy patent waiver regulations at 10 CFR Part 784.

                  d.       Invention as used in this clause, means any invention
                           or discovery which is or may be patentable or
                           otherwise protectable under Title 35 of the United
                           States Code or any novel variety of plant that is or
                           may be protected under the Plant Variety Protection
                           Act (7 U.S.C. 2321 et seq).

                  e.       Made when used in relation to any invention means the
                           conception or first actual reduction to practice of
                           such invention.

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 14

                  f.       Nonprofit organization means a university or other
                           institution of higher education or an organization of
                           the type described in section 501(c)(3) of the
                           Internal Revenue Code of 1954 (26 revenue Code (26
                           U.S.C. 501(a)) and exempt from taxation under section
                           501(a) of the Internal Revenue Code (26 U.S.C.
                           501(a)) or any nonprofit scientific or educational
                           organization qualified under a state nonprofit
                           organization statute.

                  g.       Patent Counsel means the Department of energy Patent
                           Counsel assisting the procuring activity.

                  h.       Practical application means to manufacture, in the
                           case of a composition or product, to practice, in the
                           case of a process or method, or to operate, in the
                           case of a machine or system; and, in each case, under
                           such conditions as to establish that the invention is
                           being utilized and that its benefits are, to the
                           extent permitted by law or Government regulations,
                           available to the public on reasonable terms.

                  i.       Secretary means the Secretary of Energy.

                  j.       Small business firm means a small business concern as
                           defined at Section 2 of the Pub. L. 85-536 (15 U.S.C.
                           632) and implementing regulations of the
                           Administrator of the Small Business Administration.
                           For the purpose of this clause, the size standards
                           for small business concerns involved in Government
                           procurement and subcontracting at 13 CFR 121.3-8 and
                           13 CFR 121.3-12, respectively, will be used.

                  k.       Subject invention means any invention of the
                           Subcontractor conceived or first actually reduced to
                           practice in the course of or under this subcontract,
                           provided that in the case of a variety of plant, the
                           date of determination (as defined in section 41(d) of
                           the Plant Variety Protection Act (7 U.S.C. 2401(d))
                           must also occur during the period of subcontract
                           performance.

         2.       Allocation of principal rights.

                  Whereas DOE has granted a waiver of rights to subject
                  inventions to the Subcontractor, the Subcontractor may elect
                  to retain the entire right, title, and interest throughout the
                  world to each subject invention subject to the provisions of
                  this clause and 35 U.S.C. Sections 202 and 203. With respect
                  to any subject invention in which the Subcontractor elects to
                  retain title, the Federal Government shall have a
                  nonexclusive, nontransferable, irrevocable, paid-up license to
                  practice or have practiced for or on behalf of the United
                  States the subject invention throughout the world.

         3.       Invention disclosure, election of title, and filing of patent
                  applications by Subcontractor.

                  a.       The Subcontractor shall disclose each subject
                           invention to the Patent Counsel

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 15

                           within six months after conception or first actual
                           reduction to practice, whichever occurs first in the
                           course of or under this subcontract, but in any
                           event, prior to any sale, public use, or public
                           disclosure of such invention known to the
                           Subcontractor. The disclosure to the Patent Counsel
                           shall be in the form of a written report and shall
                           identify the inventors and the subcontract under
                           which the invention was made. It shall be
                           sufficiently complete in technical detail to convey a
                           clear understanding, to the extent known at the time
                           of the disclosure, of the nature, purpose, operation,
                           and physical, chemical, biological, or electrical
                           characteristics of the invention. The disclosure
                           shall also identify any publication, on sale, or
                           public use of the invention and whether a manuscript
                           describing the invention has been submitted for
                           publication and, if so, whether it has been accepted
                           for publication at the time of disclosure. In
                           addition, after disclosure to the Patent Counsel, the
                           Subcontractor shall promptly notify the Patent
                           Counsel of the acceptance of any manuscript
                           describing the invention for publication or of any on
                           sale or public use planned by the Subcontractor.

                  b.       The Subcontractor shall elect in writing whether or
                           not to retain title to any such invention by
                           notifying the Patent Counsel at the time of
                           disclosure or within 8 months of disclosure, as to
                           those countries (including the United States) in
                           which the Subcontractor will retain title, provided,
                           that in any case where publication, on sale, or
                           public use has initiated the 1-year statutory period
                           wherein valid patent protection can still be obtained
                           in the United States, the period of election of title
                           may be shortened by the Agency to a date that is no
                           more than 60 days prior to the end of the statutory
                           period. The Subcontractor shall notify the Patent
                           Counsel as to those countries (including the United
                           States) in which the Subcontractor will retain title
                           not later than 60 days prior to the end of the
                           statutory period.

                  c.       The Subcontractor shall file its United States patent
                           application on an elected invention within 1 year
                           after election, but not later than at least 60 days
                           prior to the end of any statutory period wherein
                           valid patent protection can be obtained in the United
                           States after a publication, on sale, or public use.
                           The Subcontractor shall file patent applications in
                           additional countries (including the European Patent
                           Office and under the Patent Cooperation Treaty)
                           within either 10 months of the corresponding initial
                           patent application or 6 months from the date
                           permission is granted by the Commissioner of Patents
                           and Trademarks to file foreign patent applications
                           where foreign filing has been prohibited by Secrecy
                           Order.

                  d.       Requests for extension of the time for disclosure to
                           the Patent Counsel, election, and filing may, at the
                           discretion of DOE, be granted, and will normally be
                           granted unless the Patent Counsel has reason to
                           believe that a particular extension would prejudice
                           the Government's interest.

         4.       Conditions when the Government may obtain title
                  notwithstanding an existing waiver.

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 16

                  The Subcontractor shall convey to DOE upon written request,
                  title to any subject invention

                  a.       If the Subcontractor elects not to retain title to a
                           subject invention;

                  b.       If the Subcontractor fails to disclose or elect the
                           subject invention within the times specified in
                           paragraph 3 of this clause (provided that DOE may
                           only request title within 60 days after learning of
                           the Subcontractor's failure to report or elect within
                           the specified times);

                  c.       In those countries in which the Subcontractor fails
                           to file patent applications within the times
                           specified in paragraph 3 of this clause; provided,
                           however, that if the Subcontractor has filed a patent
                           application in a county after the times specified in
                           paragraph 3 of this clause, but prior to its receipt
                           of the written request of DOE, the Subcontractor
                           shall continue to retain in that country;

                  d.       In any country in which the Subcontractor decides not
                           to continue the prosecution of any application for,
                           to pay the maintenance fees on, or defend in
                           reexamination or opposition proceeding on, a patent
                           on a subject invention; or

                  e.       If the waiver authorizing the use of this clause is
                           terminated as provided in paragraph 16 of this
                           clause.

         5.       Minimum rights to Subcontractor when the Government retains
                  title.

                  a.       The Subcontractor shall retain a nonexclusive,
                           royalty-free license throughout the world in each
                           subject invention to which the Government obtains
                           title under paragraph 4 of this clause except if the
                           Subcontractor fails to disclose the subject invention
                           within the times specified in paragraph 3 of this
                           clause. The Subcontractor's license extends to its
                           domestic subsidiaries and affiliates, if any, within
                           the corporate structure of which the Subcontractor is
                           a part and includes the right to grant sublicenses of
                           the same scope to the extent the Subcontractor was
                           legally obligated to do so at the time the
                           subcontract was awarded. The license in transferable
                           only with the approval of DOE except when transferred
                           to the successor of that part of the Subcontractor's
                           business to which the invention pertains.

                  b.       The Subcontractor's domestic license may be revoked
                           or modified by DOE to the extent necessary to achieve
                           expeditious practical application of the subject
                           invention pursuant to an application for an exclusive
                           license submitted in accordance with applicable
                           provisions in 37 CFR part 404 and DOE licensing
                           regulations. This license shall not be revoked in
                           that field of use or the geographical areas in which
                           the Subcontractor has achieved practical application
                           and continues to make the benefits of the invention
                           reasonably accessible to the public. The license in
                           any foreign country may be revoked or modified at the
                           discretion of DOE to the extent the Subcontractor,
                           its licensees, or its domestic subsidiaries or
                           affiliates

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 17

                           have failed to achieve practical application in that
                           foreign country.

                  c.       Before revocation or modification of the license, DOE
                           shall furnish the Subcontractor a written notice of
                           its intention to revoke or modify the license, and
                           the Subcontractor shall be allowed 30 days (or such
                           other time as may be authorized by DOE for good cause
                           shown by the Subcontractor) after the notice to show
                           cause why the license should not be revoked or
                           modified. The Subcontractor has the right to appeal;
                           in accordance with applicable agency licensing
                           regulations and 37 CFR part 404 concerning the
                           licensing of Government-owned inventions, any
                           decision concerning the revocation or modification of
                           its license.

         6.       Subcontractor action to protect the Government's interest.

                  a.       The Subcontractor agrees to execute or to have
                           executed an promptly deliver to DOE all instruments
                           necessary to:

                           (i)      establish or confirm the rights the
                                    Government has throughout the world in those
                                    subject inventions to which the
                                    Subcontractor elects to retain title, and

                           (ii)     convey title to DOE when requested under
                                    paragraphs 4 and 14(b) of this clause, and
                                    to enable the Government to obtain patent
                                    protection throughout the world in that
                                    subject invention.

                  b.       The Subcontractor agrees to require, by written
                           agreement, its employees, other than clerical and
                           nontechnical employees, to disclose promptly in
                           writing to personnel identified as responsible for
                           the administration of patent matters and in a format
                           suggested by the Subcontractor each subject invention
                           made under subcontract in order that the
                           Subcontractor can comply with the disclosure
                           provisions of paragraph 3 of this clause, and to
                           execute all papers necessary to file patent
                           applications on subject inventions and to establish
                           the Government's rights in the subject inventions.
                           This disclosure format should require, as a minimum,
                           the information required by paragraph 3(a) of this
                           clause. The Subcontractor shall instruct such
                           employees through employee agreements or other
                           suitable educational programs on the importance of
                           reporting inventions in sufficient time to permit the
                           filing of patent application prior to U.S. or foreign
                           statutory bars.

                  c.       The Subcontractor shall notify DOE of any decision
                           not to continue prosecution of a patent application,
                           pay maintenance fees, or defend in a reexamination or
                           opposition proceeding on a patent, in any country,
                           not less than 30 days before the expiration of the
                           response period required by the relevant patent
                           office.

                  d.       The Subcontractor agrees to include within the
                           specification of any United States patent application
                           and any patent issuing thereon covering a subject
                           invention, the

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 18

                           following statement. "This invention was made with
                           Government support; under (identify the subcontract)
                           awarded by DOE. The Government has certain rights to
                           this invention."

                  e.       The Subcontractor shall establish and maintain active
                           and effective procedures to assure that subject
                           inventions are promptly identified and disclosed to
                           Subcontractor personnel responsible for patent
                           matters within 6 months of conception and/or first
                           actual reduction to practice, whichever occurs first
                           in the course of or under this subcontract. These
                           procedures shall include the maintenance of
                           laboratory notebooks or equivalent records and other
                           records as are reasonably necessary to document the
                           conception and/or the first actual reduction to
                           practice of subject inventions, and records that show
                           the procedures for identifying and disclosing the
                           inventions are followed. Upon request, the
                           Subcontractor shall furnish the Patent Counsel a
                           description of such procedures for evaluation and for
                           determination as to their effectiveness.

                  f.       The Subcontractor agrees, when licensing a subject
                           invention, to arrange to avoid royalty charges on
                           acquisitions involving Government funds, including
                           funds derived through Military Assistance Program or
                           the Government or otherwise derived through the
                           Government, to refund any amounts received as royalty
                           charges on the subject invention in acquisitions for,
                           or on behalf of, the Government, and to provide for
                           such refund in any instrument transferring rights in
                           the invention to any party.

                  g.       The Subcontractor shall furnish the Patent Counsel
                           the following:

                           (i)      Interim reports every 12 months (or such
                                    longer period as may be specified by the
                                    Patent Counsel) from the date of the
                                    subcontract, listing subject inventions
                                    during that period and certifying that all
                                    subject inventions have been disclosed or
                                    that there are no such inventions.

                           (ii)     A final report, within 3 months after
                                    completion of the subcontracted work,
                                    listing all subject inventions or certifying
                                    that there were no such inventions, and
                                    listing all lower-tier subcontracts at any
                                    tier containing a patent rights clause or
                                    certifying that there were no such
                                    inventions.

                  h.       The Subcontractor shall promptly notify the Patent
                           Counsel in writing upon the award of any subcontract
                           at any tier containing a patent rights clause by
                           identifying the lower-tier subcontractor, the
                           applicable patent rights clause, the work to be
                           performed under the lower-tier subcontract, and the
                           dates of award and estimated completion. Upon request
                           of the Patent Counsel, the Subcontractor shall
                           furnish a copy of such lower-tier subcontract, and no
                           more frequently than annually, a listing of the
                           lower-tier subcontract that have been awarded.

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 19

                  i.       The Subcontractor shall provide, upon request, the
                           filing date, serial number and title, a copy of the
                           patent application (including an English-language
                           version if filed in a language other than English),
                           and patent number and issue date of any subject
                           invention for which the Subcontractor has retained
                           title.

                  j.       Upon request, the Subcontractor shall furnish the
                           Government an irrevocable power to inspect and make
                           copies of the patent application file.

         7.       Lower-tier Subcontracts.

                  a.       Unless otherwise directed by the Contracting Officer,
                           the Subcontractor shall include the clause at 48 CFR
                           952.227-11, suitably modified to identify the parties
                           in all lower-tier subcontracts, regardless of tier,
                           for experimental, developmental, or research work to
                           be performed by a small business firm or nonprofit
                           organization, except where the work of the lower-tier
                           subcontract is subject to an Exceptional
                           Circumstances Determination by DOE.

                  b.       The Subcontractor shall not, as part of the
                           consideration for awarding the lower-tier
                           subcontract, obtain rights in the lower-tier
                           subcontractor's subject inventions.

                  c.       In the case of lower-tier subcontractors at any tier,
                           the Department, the lower-tier subcontractor, and
                           Subcontractor agree that the mutual obligations of
                           the parties created by this clause constitute a
                           subcontract between the lower-tier subcontractor and
                           the Department with respect to those matters covered
                           by this clause.

                  d.       The Subcontractor shall promptly notify the
                           Contracting Officer in writing upon the award of any
                           subcontract at any tier containing a patent rights
                           clause by identifying the lower-tier subcontractor,
                           the applicable patent rights clause, the work to be
                           performed under the lower-tier subcontract, and the
                           dates of award and estimated completion. Upon request
                           of the Contracting Officer, the Subcontractor shall
                           furnish a copy of such lower-tier subcontract, and,
                           no more frequently than annually, a listing of
                           lower-tier subcontracts that have been awarded.

         8.       Reporting on utilization of subject inventions.

                  The Subcontractor agrees to submit in request periodic reports
                  no more frequently than annually on the utilization of a
                  subject invention or on efforts at obtaining such utilization
                  that are being made by the Subcontractor and any of its
                  licensees or assignees. Such reports shall include information
                  regarding the status of development, date of first commercial
                  sale or use, gross royalties received by the Subcontractor,
                  and such other data and information as DOE may reasonably
                  specify. The Subcontractor also agrees to provide additional
                  reports as may be requested by DOE in connection with any
                  march-in proceedings undertaken by DOE in accordance with
                  paragraph 10 of this clause. To the extent data or information
                  supplied under this paragraph is considered by the
                  Subcontractor, its licensee or assignee to

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 20

                  be privileged and confidential and is so marked, DOE agrees
                  that, to the extent permitted by law, it shall not disclose
                  such information to persons outside the Government.

         9.       Preference for United States industry.

                  Notwithstanding any other provision of this clause, the
                  Subcontractor agrees that neither it nor any assignee will
                  grant to any person the exclusive right to use or sell any
                  subject invention in the United States unless such person
                  agrees that nay products embodying the subject invention will
                  be manufactured substantially in the United States. However,
                  in individual cases, the requirement for such an agreement may
                  be waived by DOE upon a showing by the Subcontractor or its
                  assignee that reasonable but unsuccessful efforts have been
                  made to grant licenses on similar terms to potential licensees
                  that would be likely to manufacture substantially in the
                  United States or that under the circumstances domestic
                  manufacture is not commercially feasible.

         10.      March-in rights.

                  The Subcontractor agrees that with respect to any subject
                  invention in which it has acquired title DOE has the right in
                  accordance with the procedures in 48 CFR 27.304-1 (g) to
                  require the Subcontractor, an assignee, or exclusive licensee
                  of a subject invention to grant a nonexclusive, partially
                  exclusive, or exclusive license in any field of use to a
                  responsible applicant or applicants, upon terms that are
                  reasonable under the circumstances, and if the Subcontractor
                  assignee, or exclusive licensee refuses such a request, DOE
                  has the right to grant such a license itself if DOE determines
                  that

                  a.       Such action is necessary because the Subcontractor or
                           assignee has not taken, or is not expected to take
                           within a reasonable time, effective steps to achieve
                           practical application of the subject invention in
                           such field of use;

                  b.       Such action is necessary to alleviate health or
                           safety needs which are not reasonably satisfied by
                           the Subcontractor, assignee, or their licensees;

                  c.       Such action is necessary to meet requirements for
                           public use specified by Federal regulations and such
                           requirements are not reasonably satisfied by the
                           Subcontractor, assignee, or licensees; or

                  d.       Such action is necessary because the agreement
                           required by paragraph 12 of this clause has not yet
                           been obtained or waived or because a licensee of the
                           exclusive right to use or sell any subject invention
                           in the United States is in breach of such agreement.

         11.      Background Patents.

                  a.       The Subcontractor agrees

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 21

                           (i)      to grant to the Government a royalty-free,
                                    nonexclusive license under any Background
                                    Patent for purposes of practicing a subject
                                    of this subcontract by or for the Government
                                    in research, development, and demonstration
                                    work only.

                           (ii)     that, upon written application by DOE, it
                                    will grant to responsible parties for
                                    purposes of practicing a subject of this
                                    subcontract, nonexclusive licenses under any
                                    Background Patent on terms that are
                                    reasonable under the circumstances. If,
                                    however, the Subcontractor believes that
                                    exclusive or partially exclusive rights are
                                    necessary to achieve expeditious commercial
                                    development or utilization, then a request
                                    may be made to DOE for DOE approval of such
                                    licensing by the Subcontractor.

                  b.       Notwithstanding paragraph 11(a)(ii), the
                           Subcontractor shall not be obligated to license any
                           Background Patent if the Subcontractor demonstrates
                           to the satisfaction of the Secretary or his designee
                           that

                           (i)      a competitive alternative to the subject
                                    matter covered by said Background Patent is
                                    commercially available from one or more
                                    other sources; or

                           (ii)     the Subcontractor or its licensees are
                                    supplying the subject matter covered by said
                                    Background Patent in sufficient quantity and
                                    at reasonable prices to satisfy market
                                    needs, or have taken effective steps or
                                    within a reasonable time are expected to
                                    take effective steps to so supply the
                                    subject matter.

         12.      Communications.

                  All reports and notifications required by this clause shall be
                  submitted to the Patent Counsel unless otherwise instructed.

         13.      Other inventions.

                  Nothing contained in this clause shall be deemed to grant to
                  the Government any rights with respect to any invention other
                  than a subject invention, except with respect to Background
                  Patents, above.

         14.      Examination of records relating to inventions.

                  a.       The Contracting Officer or any authorized
                           representative shall, until 3 years after final
                           payment under this subcontract, have the right to
                           examine any books (including laboratory notebooks),
                           records, and documents of the Subcontractor relating
                           to the conception or first actual reduction to
                           practice of inventions in the same field of
                           technology as the work under this subcontract to
                           determine whether

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 22

                           (i)      Any such inventions are subject inventions;

                           (ii)     The Subcontractor has established and
                                    maintains the procedures required by
                                    paragraphs 6(b) and 6(e) of this clause; and

                           (iii)    The Subcontractor and its inventor have
                                    complied with procedures.

                  b.       If the Contracting Officer determines that an
                           inventor has not disclosed a subject invention to the
                           Subcontractor in accordance with the procedures
                           required by paragraph 6(e) of this clause, the
                           Contracting Officer may, within 60 days after the
                           determination, request title in accordance with
                           paragraphs 4(b) and 4(c) of this clause. However, if
                           the Subcontractor establishes that the failure to
                           disclose did not result from the Subcontractor's
                           fault or negligence, the Contracting Officer shall
                           not request title.

                  c.       If the Contracting Officer learns of an unreported
                           Subcontractor invention which the Contracting Officer
                           believes may be a subject invention, the
                           Subcontractor may be required to disclose the
                           invention to DOE for a determination of ownership
                           rights.

                  d.       Any examination of records under this paragraph shall
                           be conducted in such a manner as to protect the
                           confidentiality of the information involved.

         15.      Withholding of payment.

                  NOTE: This paragraph does not apply to lower-tier subcontracts
                  or grants.

                  a.       Any time before final payment under this subcontract,
                           the Contracting Officer may, in the Government's
                           interest, withhold payment until a reserve not
                           exceeding $50,000 or 5 percent of the amount of the
                           subcontract, whichever is less, shall have been see
                           aside if, in the Contracting Officer's opinion, the
                           Subcontractor fails to

                           (i)      Establish, maintain, and follow effective
                                    procedures for identifying and disclosing
                                    subject inventions pursuant to paragraph
                                    6(e) of this clause;

                           (ii)     Disclose any subject invention pursuant to
                                    paragraph 3(a) of this clause;

                           (iii)    Deliver acceptable interim reports pursuant
                                    to paragraph 6(g)(i) of this clause;

                           (iv)     Provide the information regarding lower-tier
                                    subcontracts pursuant to paragraph 6(e) of
                                    this clause; or

                           (v)      Convey to the Government, using a
                                    DOE-approved form, the title and/or

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 23

                                    rights of the Government in each subject
                                    invention as required by this clause.

                  b.       Such reserve or balance shall be withheld until the
                           Contracting Officer has determined that the
                           Subcontractor has rectified whatever deficiencies
                           exists and has delivered all reports, disclosures,
                           and other information required by this clause.

                  c.       Final payment under this subcontract shall not be
                           made before the Subcontractor delivers to the Patent
                           Counsel all disclosures of subject inventions
                           required by paragraph 3(a) of this clause, an
                           acceptable final report pursuant to paragraph 6(g)(i)
                           of this clause, and all past due confirmatory
                           instruments, and the Patent Counsel has issued a
                           patent clearance certification to the Contracting
                           Officer.

                  d.       The Contracting Officer may decrease or increase the
                           sums withheld up to the maximum authorized above. If
                           the maximum amount authorized above is already being
                           withheld under other provision of the subcontract, no
                           additional amount shall be withheld under this
                           paragraph. The withholding of any amount or the
                           subsequent payment thereof shall not be construed as
                           a waiver of any Government right.

         16.      Waiver Terminations.

                  Any waiver granted to the Subcontractor authorizing the use of
                  this clause (including any retention of rights pursuant there-
                  to by the Subcontractor under paragraph 2 of this clause) may
                  be terminated at the discretion of the Secretary or his
                  designee in whole or in part if the request for waiver by the
                  Subcontractor is found to contain false material statements or
                  nondisclosure of material facts, and such were specifically
                  relied upon by DOE in reaching the waiver determination. Prior
                  to any such termination, the Subcontractor will be given
                  written notice stating the extent of such proposed termination
                  and the reasons therefor, and a period of 30 days, or such
                  longer period as the Secretary or his designee shall determine
                  for good cause shown in writing, to show cause why the waiver
                  of rights should not be terminated. Any waiver termination
                  shall be subject to the Subcontractor's minimum license as
                  provided in paragraph 5 of this clause.

         17.      Atomic Energy.

                  No claim for pecuniary award or compensation under the
                  provisions of the Atomic Energy Act of 1954, as amended, shall
                  be asserted by the Subcontractor or its employees with respect
                  to any invention or discovery made or conceived in the course
                  of or under this subcontract.

         18.      Publication.

                  It is recognized that during the course of work under this
                  subcontract, the Subcontractor or

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 24

                  its employees may from time to time desire to release or
                  publish information regarding scientific or technical
                  developments conceived for first actually reduced to practice
                  in the course of or under this subcontract. In order that
                  public disclosure of such information will not adversely
                  effect the patent interest of DOE or the Subcontractor,
                  approval for release of publication shall be secured from
                  Patent Counsel prior to any such release or publication. In
                  appropriate circumstances, and after consultation with the
                  Subcontractor, Patent Counsel may waive the right of
                  prepublication review.

         19.      Forfeiture of rights in unreported subject inventions.

                  a.       The Subcontractor shall forfeit and assign to the
                           Government, at the request of the Secretary of Energy
                           or designee, all rights in any subject invention
                           which the Subcontractor fails to report to Patent
                           Counsel within six months after the time the
                           Subcontractor:

                           (i)      Files or cause to be filed a United States
                                    or foreign patent application thereon; or

                           (ii)     Submits the final report required by
                                    paragraph 6(g)(ii) of this clause, whichever
                                    is later.

                  b.       However, the Subcontractor shall not forfeit rights
                           in a subject invention if, within the time specified
                           in paragraph 14(b) of this clause, the Subcontractor:

                           (i)      Prepares a written decision based upon a
                                    review of the record that the invention was
                                    neither conceived nor first actually reduced
                                    to practice in the course of or under the
                                    subcontract and delivers the decision to
                                    Patent Counsel, with a copy to the
                                    Contracting Officer; or

                           (ii)     Contenting that the subject invention is not
                                    a subject invention, the Subcontractor
                                    nevertheless discloses the subject invention
                                    and all facts pertinent to this contention
                                    to the Patent Counsel, with a copy to the
                                    Contracting Officer; or

                           (iii)    Establishes that the failure to disclose did
                                    not result from the Subcontractor's fault or
                                    negligence.

                  c.       Pending written assignment of the patent application
                           and patents on a subject invention determined by the
                           Contracting Officer to be forfeited (such
                           determination to be a Final Decision under the
                           Disputes clause of this subcontract), the
                           Subcontractor shall be deemed to hold the invention
                           and the patent applications and patents pertaining
                           thereto in trust for the Government. The forfeiture
                           provision of this paragraph shall be in addition to
                           and shall not supersede any other rights and remedies
                           which the Government may have with respect to subject
                           inventions.

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 25

         20.      U. S. Competitiveness.

                  The Subcontractor agrees that nay products embodying any
                  waived invention or produced through the use of any waived
                  invention will be manufactured substantially in the United
                  States unless the Subcontractor can show to the satisfaction
                  of the DOE that it is not commercially feasible to do so. In
                  the event the DOE agrees to foreign manufacture, there will be
                  a requirement that the Government's support of the technology
                  be recognized in some manner, e.g., recoupment of the
                  Government's investment, etc. The Subcontractor agrees that it
                  will not license, assign, or otherwise transfer any waived
                  invention to any entity unless that entity agrees to these
                  same requirements. Should the Subcontractor or other such
                  entity receiving rights in the invention undergo a change in
                  ownership amounting to a controlling interest, then the
                  waiver, assignment, license, or other transfer of rights in
                  the waived invention is suspended until approved in writing by
                  the DOE.

         D.       Rights in data-general (DOE coverage-Alternate VI (Feb 1998))
                  (DEAR 952.227-14) is hereby added as follows:

                  (k)      Subcontractor Licensing. Expect as may be otherwise
                           specified in this subcontract as data not subject to
                           this paragraph, the Subcontractor agrees that upon
                           written application by DOE, it will grant the
                           Government and responsible third parties, for
                           purposes of practicing a subject of this subcontract,
                           a nonexclusive license in any limited rights data or
                           restricted computer software on terms and conditions
                           reasonable under the circumstances including
                           appropriate provisions for confidentiality; provided,
                           however, the Subcontractor shall not be obliged to
                           license any such data if the Subcontractor
                           demonstrates to the satisfaction of the Secretary of
                           Energy or designee that:

                  (1)      Such data are not essential to the manufacture or
                           practice of hardware designed or fabricated, or
                           processes developed, under this subcontract;

                  (2)      Such data, in the form of results obtained by their
                           use, have a commercially competitive alternate
                           available or readily introducible from one or more
                           other sources;

                  (3)      Such data, in the form of results obtained by their
                           use, are being supplied by the Subcontractor or it
                           licensees in sufficient quantity and at reasonable
                           prices to satisfy market needs, or the Subcontractor
                           or its licensees have taken effective steps or within
                           a reasonable time are expected to take effective
                           steps to so supply such data in the form of results
                           obtained by their use; or

                  (4)      Such data, in the form of results obtained by their
                           use, can be furnished by another firm skilled in the
                           art of manufacturing items or performing processes of
                           the same general type and character necessary to
                           achieve the subcontract results.

<PAGE>

Subcontract No. ZCO-0-30017-01                                           Page 26

ARTICLE 19 - INTEGRATION

This subcontract contains the entire understanding between the parties, and
there are no understandings or representations except those set forth or
incorporated by reference herein. No subsequent modifications of this
subcontract shall be of any force or effect unless in writing signed by a duly
authorized official of NREL.

IN WITNESS WHEREOF, the parties hereto have executed this subcontract as of the
date fully signed below.

ACCEPTED GENENCOR INTERNATIONAL, INC.     AUTHORIZED: MIDWEST RESEARCH INSTITUTE
                                          NATIONAL RENEWABLE ENERGY LABORATORY
                                          DIVISION

SIGNATURE: /s/ Michael V. Arbige                SIGNATURE: /s/ Larry D. Sample
           ---------------------                           ---------------------

BY: /s/ Michael V. Arbige                       BY: /s/ Larry D. Sample
    -----------------------------                   -------------------------

TITLE: Sr. V.P. Technology                TITLE: Sr. V.P. Treasurer

DATE: 5-16-01                             DATE: 5/18/01

<PAGE>

                               MODIFICATION NO. 1
                                       TO
                   DEFINITIZED SUBCONTRACT NO. ZCO-0-30017-01

CONTRACTING PARTY:             MIDWEST RESEARCH INSTITUTE
                               NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

SUBCONTRACTOR:                 GENENCOR INTERNATIONAL, INC.

ADDRESS:                       925 PAGE MILL ROAD
                               PALO ALTO, CA 94304

SUBCONTRACT TITLE:             "CELLULASE COST REDUCTION FOR BIOETHANOL"

TYPE OF SUBCONTRACT:           COST SHARING

PERIOD OF PERFORMANCE:         04/27/00 THROUGH 06/26/03

SUBCONTRACT AMOUNT:
<TABLE>
<CAPTION>
            SUBCONTRACTORS           NREL'S
              COST SHARE           COST SHARE               TOTAL
            --------------       ---------------       ---------------
<S>         <C>                  <C>                   <C>
Original:   $ 3,388,451.00       $ 13,553,804.00       $ 16,942,255.00
Mod 1:      $         0.00       $          0.00       $          0.00
            --------------       ---------------       ---------------
Total:      $ 3,388,451.00       $ 13,553,840.00       $ 16,942,255.00
                 (20%)                 (80%)                (100%)
</TABLE>

PAYMENT TERMS:                 NET 30

SUBCONTRACTOR'S                GENENCOR INTERNATIONAL, INC.
REMITTANCE NAME                125 S. LASALLE ST., DEPT. 5223
AND ADDRESS:                   CHICAGO, IL 60674-5223

<TABLE>
<S>                    <C>                                 <C>
FUNDED AMOUNT AND
TASK CHARGE NUMBER:    LETTER SUBCONTACT:                  $ 1,040,000.00 -- BF001360
                                                           $   460,000.00 -- BF991701
                                                           $    49,695.00 -- CE030102
                                                           --------------
                       Subtotal:                           $ 1,549,695.00

                       MOD 1:                              $   101,835.00 -- CE030201
                                                           $   101,835.00 -- CE030202
                                                           $   101,835.00 -- CE030203
                                                           $   101,835.00 -- CE030204
                                                           $    75,000.00 -- CE030205
                                                           $    99,500.00 -- CE030206
                                                           $    30,200.00 -- CE030207
                                                           $   127,000.00 -- CE030208
                                                           $   120,000.00 -- CE030209
                                                           $   457,178.00 -- BF770101
                                                           --------------
                       Subtotal:                           $ 1,316,218.00

                       MOD 2:                              $ 5,000,000.00 -- BF001360
                       MOD 3:                              $         0.00
                       MOD 4:                              $         0.00
                       MOD 5:                              $         0.00
                                                           --------------
                       LETTER SUBCONTRACT TOTAL:           $ 7,865,913.00

                       DEFINITIZATION:                     $   157,434.00 -- CEB10105
                       MOD 1:                              $         0.00
                                                           --------------
                       DEFINITIZED SUBCONTRACT TOTAL:      $ 8,023,347.00
</TABLE>

<PAGE>

Modification No. 1 to Definitized Subcontract No. ZCO-0-30017-01          Page 2

REVISION:

The parties hereto mutually agree to modify Definitized Subcontract No.
ZCO-0-30017-01 as follows:

1.   The "Subcontractor's Remittance Name and Address" on the cover page is
     hereby changed from "Genencor International, Inc., Attn: Contract
     Administrator, 925 Page Mill Road, Palo Alto, CA 94304" to "Genencor
     International, Inc., 125 S. LaSalle St., Dept. 5223, Chicago, Il
     60674-5223."

2.   By reason of the foregoing, there is neither an increase or decrease in the
     total estimated cost of this subcontract.

Except as provided herein, all other terms and conditions of this subcontract
remain in full force and effect.

ACCEPTED: GENENCOR INTERNATIONAL, INC.    AUTHORIZED: MIDWEST RESEARCH INSTITUTE
                                          NATIONAL RENEWABLE ENERGY LABORATORY
                                          DIVISION

BY: /s/ Michael V. Arbige                 BY: /s/ Deborah J. Bullard
    ----------------------                    -------------------------

NAME: Michael V. Arbige                   NAME: Deborah J. Bullard

TITLE: Sr. V.P. Technology                TITLE: Senior Subcontract
                                                 Administrator

DATE: Sept. 6,2001                        DATE: Sept. 18,2001

<PAGE>

                               MODIFICATION NO. 2
                                       TO
                   DEFINITIZED SUBCONTRACT NO. ZCO-0-30017-01

CONTRACTING PARTY:             MIDWEST RESEARCH INSTITUTE
                               NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

SUBCONTRACTOR:                 GENENCOR INTERNATIONAL, INC.

ADDRESS:                       925 PAGE MILL ROAD
                               PALO ALTO, CA 94304

SUBCONTRACT TITLE:             "CELLULASE COST REDUCTION FOR BIOETHANOL"

TYPE OF SUBCONTRACT:           COST SHARING

PERIOD OF PERFORMANCE:         04/27/00 THROUGH 06/26/03

SUBCONTRACT AMOUNT:

<TABLE>
<CAPTION>
            SUBCONTRACTOR'S          NREL'S
              COST SHARE           COST SHARE               TOTAL
            ---------------      ---------------       ---------------
<S>         <C>                  <C>                   <C>
Original:   $ 3,388,451.00       $ 13,553,804.00       $ 16,942,255.00
Mod 1:      $         0.00       $          0.00       $          0.00
Mod 2:      $         0.00       $          0.00       $          0.00
            --------------       ---------------       ---------------
Total:      $ 3,388,451.00       $ 13,553,840.00       $ 16,942,255.00
                 (20%)                 (80%)                (100%)
</TABLE>

PAYMENT TERMS:                 NET 30

SUBCONTRACTOR'S                GENENCOR INTERNATIONAL, INC.
REMITTANCE NAME                125 S. LASALLE ST., DEPT. 5223
AND ADDRESS:                   CHICAGO, IL 60674-5223

<TABLE>
<S>                    <C>                                 <C>
FUNDED AMOUNT AND
TASK CHARGE NUMBER:    LETTER SUBCONTACT:                  $ 1,040,000.00--BF001360
                                                           $   460,000.00--BF991701
                                                           $    49,695.00--CE030102
                                                           --------------
                       Subtotal:                           $ 1,549,695.00

                       MOD 1:                              $   101,835.00--CE030201
                                                           $   101,835.00--CE030202
                                                           $   101,835.00--CE030203
                                                           $   101,835.00--CE030204
                                                           $    75,000.00--CE030205
                                                           $    99,500.00--CE030206
                                                           $    30,200.00--CE030207
                                                           $   127,000.00--CE030208
                                                           $   120,000.00--CE030209
                                                           $   457,178.00--BF770101
                                                           --------------
                       Subtotal:                           $ 1,316,218.00

                       MOD 2:                              $ 5,000,000.00--BF001360
                       MOD 3:                              $         0.00
                       MOD 4:                              $         0.00
                       MOD 5:                              $         0.00
                                                           --------------
                       LETTER SUBCONTRACT TOTAL:           $ 7,865,913.00

                       DEFINITIZATION:                     $   157,434.00--CEB10105
                       MOD 1:                              $         0.00
                       MOD 2:                              $ 1,720,470.00--BFP2SC34
                                                           --------------
                       DEFINITIZED SUBCONTRACT TOTAL:      $ 9,743,817.00
</TABLE>

<PAGE>

Modification No. 2 to Definitized Subcontract No. ZCO-0-30017-01          Page 2

REVISION:

Subcontract No. ZCO-0-30017-01 is modified as follows:

1.   Article 3 - Estimated Cost Obligation of Funds and Financial Limitations is
     hereby modified as follows:

     A.   Paragraph C: The amount allotted and available for payment is changed
     from "$8,023,347.00" to "$9,743,817.00", representing an increase of
     $1,720,470.00. The estimated date of work covered by the allotted amount in
     changed from "09/30/01" to "08/31/02", representing an extension of eleven
     (11) months.

     B.   Paragraph D: The amount presently obligated by NREL is changed from
     "$8,023,347.00" to "$9,743,817.00", representing an increase of
     $1,720,470.00.

2.   Article 14 - Invoices is hereby modified to change the invoice deliverable
     address by deleting "Pat Weitzel" and adding "Margaret Mortenson." The
     invoice address remains unchanged.

3.   Appendix A, Statement of Work, dated 08/15/00, Report Distribution is
     hereby modified to update the deliverable address by deleting "Pat Weitzel"
     as the Contracts and Business Services Associate and adding "Margaret
     Mortenson" as the Subcontract Associate. The deliverable address remains
     unchanged.

4.   By reason of the foregoing, there is neither an increase or decrease in the
     total estimated cost of this subcontract.

Except as provided herein, all other terms and conditions of this subcontract
remain in full force and effect.

AUTHORIZED: MIDWEST RESEARCH INSTITUTE
NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

BY: /s/ Kristin Bombeck
    ---------------------------------

NAME: Kristin Bombeck

TITLE: Group Manager
       Contracts and Business Services

DATE: 4/25/02

<PAGE>

                               MODIFICATION NO. 3
                                       TO
                   DEFINITIZED SUBCONTRACT NO. ZCO-0-30017-01

CONTRACTING PARTY:             MIDWEST RESEARCH INSTITUTE
                               NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

SUBCONTRACTOR:                 GENENCOR INTERNATIONAL, INC.

ADDRESS:                       925 PAGE MILL ROAD
                               PALO ALTO, CA 94304

SUBCONTRACT TITLE:             "CELLULASE COST REDUCTION FOR BIOETHANOL"

TYPE OF SUBCONTRACT:           COST SHARING

PERIOD OF PERFORMANCE:         04/27/00 THROUGH 06/26/03

SUBCONTRACT AMOUNT:

<TABLE>
<CAPTION>
            SUBCONTRACTOR'S           NREL'S
              COST SHARE           COST SHARE               TOTAL
            ---------------      ---------------       ---------------
<S>         <C>                  <C>                   <C>
Original:   $ 3,388,451.00       $ 13,553,804.00       $ 16,942,255.00
Mod 1:      $         0.00       $          0.00       $          0.00
Mod 2:      $         0.00       $          0.00       $          0.00
Mod 3:      $         0.00       $          0.00       $          0.00
            --------------       ---------------       ---------------
Total:      $ 3,388,451.00       $ 13,553,840.00       $ 16,942,255.00
                 (20%)                 (80%)                (100%)
</TABLE>

PAYMENT TERMS:                 NET 30

SUBCONTRACTOR'S                GENENCOR INTERNATIONAL, INC.
REMITTANCE NAME                125 S. LASALLE ST., DEPT. 5223
AND ADDRESS:                   CHICAGO, IL 60674-5223

<TABLE>
<S>                    <C>                                 <C>
FUNDED AMOUNT AND
TASK CHARGE NUMBER:    LETTER SUBCONTACT:                  $ 1,040,000.00--BF001360
                                                           $   460,000.00--BF991701
                                                           $    49,695.00--CE030102
                                                           --------------
                       Subtotal:                           $ 1,549,695.00

                       MOD 1:                              $   101,835.00--CE030201
                                                           $   101,835.00--CE030202
                                                           $   101,835.00--CE030203
                                                           $   101,835.00--CE030204
                                                           $    75,000.00--CE030205
                                                           $    99,500.00--CE030206
                                                           $    30,200.00--CE030207
                                                           $   127,000.00--CE030208
                                                           $   120,000.00--CE030209
                                                           $   457,178.00--BF770101
                                                           --------------
                       Subtotal:                           $ 1,316,218.00

                       MOD 2:                              $ 5,000,000.00--BF001360
                       MOD 3:                              $         0.00
                       MOD 4:                              $         0.00
                       MOD 5:                              $         0.00
                                                           --------------
                       LETTER SUBCONTRACT TOTAL:           $ 7,865,913.00

                       DEFINITIZATION:                     $   157,434.00--CEB10105
                       MOD 1:                              $         0.00
                       MOD 2:                              $ 1,720,470.00--BFP2SC34
                       MOD 3:                              $   640,000.00--BFP2SC34
                                                           --------------
                       DEFINITIZED SUBCONTRACT TOTAL:      $10,383,817.00
</TABLE>

<PAGE>

Modification No. 3 to Definitised Subcontract No. ZCO-0-30017-01          Page 2

REVISION:

Subcontract No. ZCO-0-30017-01 is modified as follow:

1.   Article 3 - Estimated Cost, Obligation of Funds and Financial Limitations
     is hereby modified as follows:

     A.   Paragraph C: The amount alloted and available for payment is changed
     from "$9,743,817.00" to "$10,383,817.00", representing an increase of
     $640,000.00. The estimated date of work covered by the allotted amount in
     changed from "08/31/02" to "09/30/02", representing an extension of one (1)
     month.

     B.   Paragraph D: The amount presently obligated by NREL is changed from
     "$9,743,817.00" to "$10,383,817.00", representing an increase of
     $640,000.00.

2.   By reason of the foregoing, there is neither an increase or decrease in the
     total estimated cost of this subcontract.

Except as provided herein, all other terms and conditions of this subcontract
remain in full force and effect.

AUTHORIZED MIDWEST RESEARCH INSTITUTE
NATIONAL RENEWABLE ENERGY LABORATORY DIVISION

BY: /s/Randy W. Combs
    -----------------------------------

NAME: Randy W. Combs

TITLE: Team Leader, Denver West Support
       Contracts and Business Services

DATE: 8/13/02